FIRST AMENDMENT TO THE SECOND TOTAL AMENDMENT AND RESTATEMENT OF THE SARAH D. HARDER FAMILY TRUST THIS AMENDMENT, dated m, 20i2, isrnadein accordance with ARTICLE Section 3.1 entitled Power to Amend, ?as provided in the Second Total Amendment and Restatement of the SARAH D. BARDER FAMILY TRUST, executed on October 8. 2009. Witnesseth: WHEREAS, SARAH D. BARDER, as Trustor. established the within referenced Trust on November 22, I985 and thereafter executed a Second Total Amendment and Restatement of said Trust on October 8, 2009; and WHEREAS, pursuant to the power reserved to SARAH D. BARDER as the Trustor. she now desires to amend the Trust Agreement. NOW, THEREFORE by executing this Amendment, the Trustor herewith makes the following changes to and modi?cations of the SARAH D. BARDER FAMILY TRUST. dated November 22, 1985, as amended and restated on October 8, 2009. I. ARTICLE IV - DISTRIBUTION OF HOUSEHOLD AND PERSONAL EFFECTS AFTER DEATH OF TRUSTOR. "Article lV shall be deleted in its entirety, and the foilowing shall be inserted in its stead: . . DISTRIBUTION OF HOUSEHOLD AND PERSONAL EFFECTS AFTER DEATH OF TRUSTOR 4.1 Distribution of Personal Problem. After the death of the Trustor, the Trustee shall distribute all tangible personal property of the deceased Trustor, including but not limited to, furniture, furnishings, rugs, pictures, books, silverplate, linen, china, giassware, wearing apparel. jewelry. ornaments, and automobiles in accordance with any written statement or list that the Trustor leaves disposing of this property. Any such statement or list then in existence shall be determinative with respect to all bequests made therein. Any property not included on said list shall be distributed to R. VELTMAN. outright and free of Trust." Ii. ARTICLE - DISTRIBUTION OF AND PRINCIPAL AFTER DEATH OF THE TRUSTOR. Article shall be deleted in its entirety and the following shall be inserted in its stead: OF AND AFTER DEATH OF THE TRUSTOR 5.1 Specific Beguests. . Upon the death of the Trustor. the Trustee shall first make the following specific bequests: The Trustee shall distribute the sum of Three Million Five Hundred Thousand Dollars (53.500.000.00) to ELOIS R. VELTMAN. free of estate tax and outright and free of Trust. in the event R. VELTMAN is not living. this bequest shall lapse, and shall be distributed in accordance with Section 5.2- The Trustee shall distribute the sum of Two Hundred Fifty Thousand Dollars to TREVOR VELTMAN. outright and free of Trust. and free of Generation Skipping Transfer Taxes. in the event TREVOR VELTMAN is not living. this bequest shall lapse. and shall be distributed in accordance with Section 5.2. The Trustee shall distribute the sum of Two Hundred Fifty Thousand Dollars to SARAH E. outright and free of Trust, and free of Generation Skipping Transfer Taxes. in the event SARAH E. is not living. this bequest shall lapse. and shall be distributed in accordance with Section 5.2. The Trustee shall distribute the sum of TWenty Five Thousand and to SANG free of estate tax and outright and free ofTrust. in the event SANG is not living. this bequest shall lapse. and shall be distributed in accordance with Section 5.2. 5.2- Distributi-on of the Remaining Trust Estate. Any remaining property. both income and principal of the Trust. Eincluding any lapsed bequests shall be distributed to THE LYNDE AND HARRY BRADLEY TOUNDATION. a nonprofit corporation organized under the laws of the State ?Bradley Foundation"). to be govern-ed by the Agreement between the Trustor and" the Lionel Sawyer Collins Attorneys at Law 2 Bradley Foundation dated August 25, 2003 (the "Agreement"). if the Bradley Foundation is not then in existence, the Trustee shall distribute the Trust estate among such one or more charitable organizations in such proportions as the Trustee decides. but the Trustee shaii give preference to the organizations described in Exhibit to the Agreement and distributions shall be made for the purpose of, or directed to be used for, educational programs for the bene?t of academicaiiy gifted children. ?Trust residue? means the trust property remaining after providing for the above gifts, estate obligations and death taxes." ill. All OTHER RESPECTS, this Trust is hereby republished and af?rmed. 1V. Tl-ilS AMENDMENT is accepted, made, and executed by the Trustor and Trustee in I the State of Nevada on the day and year ?rst above written. TRUST AND 2" its-:5 1 ?at-459L? SWH D. BARBER STATE OF NEVADA . ss. counw OF CLARK On DV. 20i2, before me, the undersigned, a Notary Public in and for said County of Clark, State of Nevada, personally appeared SARAH D. BARBER, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and ackno- 'ledged to that she executed the same in her authorized capacity, and that by her signat on the ins . ent, the person, or the entity upon behalf of which the person acted, exe ted the instru ent. WITNESS my hand and of?cial seal. a. NOTARY PUBLIC JOHN E. Unitary Public Slain of Nevada .. 14193?09394 1 My oppt exp. June 13,2013 Lionei Sawyer (Sn Collins Attorneys at Law LJJ an: AGREEMENT This agreement is made and entered into this day of 200-9, and supersedes the agreement between the parties hereto dated August 25, 2003. This agreement between the Lynde and Harry Bradley Foundation, Inc, a nonpro?t corporation organized under the laws of the State of Wisconsin (the ?Foundation?), and Sarah D. Barrier, an individual and Sarah D. Barder as Trustee of The Sarah D. Barder Family Trust, dated November 22, 1935 as amended or restated, residing in Boulder City, Nevada (?Donor?). In censideration of the mutual promises and covenants made herein, the sufficiency of which is hereby acknowledged, the Foundation and Donor (collectively, the ?parties?) agree as follows: SECTION 1. Donor gifting. Donor will gift Thirty Million ($30,000,000) Dollars on or before December 3 l, 2009 to the Foundation In addition,.the Donor intends to name the Foundation as the bene?ciary of a gift under Donor?s estate plan (aside and apart from the Foundation?s remainder interest in the Caroline D. Bradley Trust) to become effective upon Donor?s death (the The parties acknowledge that Donor?s intentions regarding the PROPOSED GIFT may change, that Donor, in Donor?s sole discretion, shall determine whether the Foundation shall be a bene?ciary under Donor?s estate plan; and that Donor may determine that the Foundation shall not be a bene?ciary under Donor?s estate plan. Accordingly, the Foundation may not receive the PROPOSED GIFT or any other distribution from Donor upon Donor?s death, and Donor is not obligated to make the PROPOSED GIFT. SECTION 2. N0 reliance by Foundation. Because of the recitals in Section 1, the Foundation acknowledges that it has been advised by the Donor that any action the Foundation takes in anticipation of the prospective receipt of the PROPOSED GIFT from Donor is entirely at the oundation?s risk. SECTION 3. Required uses of PRESENT GIFT and PROPOSED GIFT. When the Foundation receives the PRESENT GIFT and the PROPOSED GIFT, if any, the Foundation shall set aside on its books a separate account consisting of amounts received from the PRESENT GIFT and. the PROPOSED GIFT and shall from time to time, but at least annually, allocate to such account amounts determined in good faith in a manner that re?ects the account?s investment income and other earnings and losses thereon determined in good faith in such manner as the Foundation shall establish. The Foundation shall annually distribute to Institute for Educational Achievement which is also referred to herein [along with successor institutions under circumstances set forth herein] as the ?Sponsor? of the Caroline D. Bradley Scholarship Program Scholarship an amount within the context of the then current Foundation spending policies restricted to the purposes of the COB. Scholarship Program under guidelines established by the Sponsor and consistent with those currently being employed by IRA and as further set forth in Appendix B. The Foundation may also distribute to the Sponsor for such restricted purposes any portion of the aforesaid separate account exceeding the distribution amounts as may otherwise be determined by the Foundation As a condition of receipt of funds from the Foundation the Sponsor must demonstrate to the Foundation that the Sponsor is a tax-exempt organization described in Section 501(c)(3) of the US. Internal Revenue Code (or equivalent successor provisions) which either is not a ?private foundation? or which meets the necessary requirements for administration of a private foundation scholarship program and receipt of ?expenditure responsibility? grants from the Foundation. a. If the CDB. Scholarship Program ceases to exist, or if ceases to exist or no longer quali?es as a recipient of funds for tax reasons, or if at any time the Foundation determines that the Scholarship program (1) is administered in a manner that is signi?cantly different from the manner in which the program was administered during Donor?s lifetime; (2) lacks applicants; (3) has failed to achieve its objectives; andfor (Kl) has become ?nancially unsound or impractical to operate in light of applicable tax and other laws or circumstances, then the Foundation shall distribute the annual distribution amount set forth above, or such greater amo unt (including all the assets ofthe account) as the Foundation shall determine in its sole discretion, to fund scholarship endowment programs or accounts at one or more various established. organizations listed in Appendix A or otherwise selected by the Foundation either as a Sponsor or Sponsors of endowments with purposes similar to the ODE. Scholarship Program or other endowed merit?based scholarship programs or accounts determined by the Foundation in its sole discretion to be consistent With the intent of the Donor. Each of such successor endowments programs or accounts shall be named The Caroline Bradley Endowment but need not necessarily pertain in any manner to the C.D.B. Scholarship Program. b. The C118. Scholarship Program and any successor endowment program or account are to be merit?based pursuant to an objective and nondiscriminatory selection process without regard to race, nationality, gender, sexual preference or physically disability. Further procedures and guidelines regarding the use by IEA or any successor Sponsor or recipient of funds from the Foundation of proceeds from the PRESENT GIFT and/or PROPOSED GIFT from the Donor are attached to this agreement as Appendix B. c. Costs incurred by the Foundation and determined by the Foundation in good faith to be related to the administration of the PROPOSED GIFT and gift distribution may be charged to the segregated account. Such costs may include costs directly attributable to administrative (such as out-of?pocket cXpenses) expenses including general administrative and overhead expenses of the Foundation, allocated on a reasonable basis in the good faith determination of the Foundation (including without limitation, investment fees for funds or vehicles in which the separate account is invested, excise or income taxes on investment income, and expense of employees performing signi?cant monitoring or other services in connection with the Gifts and administration of the distribution amount). SECTION 4. Periodic reports. During the lifetime of the Donor, if requested by the Trustee of the Sarah D. Barder Trust, as from time to time amended, or other Trustees of Trusts from which the Gifts, if any, are distributed (?Donor?s Trust?), the Foundation shall provide to the Trustee annual reports and an accounting regarding the Foundation?s use of the gift, as well as allocation of investment returns. Upon Donor?s death, no further accountings or reports are required with the exception of those communications between Donor?s Trust and the Foundation by Section 6. SECTION 5. Con?rmation of Tax-Exempt ?Private Foundation? Status and Permissibility of Charitable Deduction. The Foundation con?rms that it is an organization classi?ed as a private foundation and exempt from Federal Income Tax under US Internal Revenue Code Section 501(c)(3). Furthermore, the Foundation con?rms that it is an organization for which contributions are deductible under such Code Sections 170 2055 and 2522 to the extent provided by law. The Foundation con?rms that it will upon request provide the Trustee of Donor?s Trust a written recon?rmation of its tax status both with respect to its characterization as a tax exempt organization and to the deductibility of contributions (to the extent provided by law) it receives. SECTION 6. Acknowledgment of Charitable contribution. The Foundation agrees to execute such documents and provide such statements as may be requested by the Trustee of Donor?s Trust or the executor of Donor?s estate to enable the Trustee of Donor?s Trust or the executor ofDonor?s Estate to claim a federal income or estate income tax charitable deduction for the contribution of the PRESENT GIFT and/or PROPOSED GIFT, if any. - SECTION 7. Con?dentiality. The Foundation agrees not to disclose the terms .. of this Agreement or any other agreement between the parties unless Donor consents to such disclosure or disclosure is required by law or by any government agency (including the Internal Revenue Service) upon audit or other inquiry. The Foundation may also disclose the terms of the Agreement to its employees, counsel, auditors, and Board of Directors. SECTION 8. No joint venture. The parties agree that Donor, Donor?s Trust and the Foundation are not partners or joint venturers with reSpect to each other, and that nothing contained herein shall be construed to make Donor, Donor?s Trust and the Foundation, partners or joint venturers and to impose upon either party any liabilities as such. SECTION 9. Representatives and Successors Bound. This Agreement shall bind and inure to the bene?t of the parties, their heirs, executors, legal representatives, successors and assigns. SECTION 10. Amendment. This agreement constitutes the entire understanding of the parties and may be modi?ed only by a Written amendment signed by the Foundation and the Donor, after considering the comments of any advisory committee which may be formed in connection herewith, which amendment must continue to re?ect the exclusively charitable and educational nature of the intended PRESENT GIFT and possible PROPOSED GIFT. After the death of the Donor the administration of the account at the Foundation may be changed to re?ect any changes in tax or other law or circumstances in a manner that the Foundation believes will best continue the intent of the Donor; provided, that such change must continue to re?ect the exclusively charitable and educational nature of the intended PRESENT GIFT and PROPOSED GIFT and shall take into account the comments of any advisory committee which may be formed and which then. exists. SECTION 11. Notice. Notices of any action or event under this shall be given in person or by US mail as follows (or otherwise as each of the parties shall notify the others from time to time): b) If to Donor: Ms. Sarah Barder 215 Hallett Cove Ct. Boulder City. NV 89005 Copy to: John E. Dawson, Esq. Lionel Sawyer Collins 300 South Fourth Street, Suite 1700 Las Vegas?, NV 89101 If to the Foundation: Michael W. Grebe Chief Executive Officer The Lynde and Harry Bradley Foundation 1241 North Franklin Place Milwaukee, W153203-0153 Cepy to: Richard S. Gallagher, Esq. Foley Lardner LLP Suite 4000 777 East Wisconsin Avenue Milwaukee Wisconsin 53202 SECTION 12. Governing Law. This Memorandum shall be governed by and its contents construed in accordance with the laws of the State of Wisconsin from time to time in effect. SECTION 13. Captions The captions herein are included for convenience only and are to be disregard 1n the interpretation of this instrument whenever they are inconsistent with any other provision. Mfr/?e - Ziggy 0525/ a! THE LYNDE AND HARRY BRADLEY FOUNDATION, APPENDIX A. SCHQOLS AND ORGANIZATIONS Baldwin School 701 Montgomery Avenue Mawr, PA 19010 Independent, PreK-l 2 Boston University Academy 1 University Road Boston, MA 02215 Private, 8-12 Mawr School 109 W. Melrose Avenue - Baltimore, 2l210 Choate Rosemary Hall 333 Christian Street Walingford, CT 06492?3800 Private 9-12 College Preparatory School 6100 Broadway Street Oakland, CA 9461 EM 824 Independent, 9-12 Flin??idge Preparatory School 4543 Crown Avenue La Canada Flinnidge, CA 9101 1 Georgetown Day School 4200 Davenport Street NW Washington, DC 20016 Independent, Pre~K?l 2 Harvard?Westlake School 3700 Coldwater Canyon North Hollywood, CA 91604 Independent, 7?12 Head-Royce School 4315 Lincoln Avenue Oakland, CA 9460?. Independent, K-l2 MILWHQ5747543 Long Island School for the Gifted 165 Pidgeon Hill Road Huntington Station, NY 11746 Private, Marlborough School 250 South Rossmore Avenue Los Angeles, CA 90004 Independent, 7-12 Meadows School 8601 Scholar Lane Las Vegas, NV 39128 Independent, Menlo School 50 Valparaiso Avenue Atherton, CA 94027 Independent, 6? 1 2 Nueva School 6565 Skyline Boulevard Hillsborough, CA 94010 Phillips Academy Andover l80 Main Street Andover, MA 01810 Private, 9-12 Phillips Exeter Academy 20 Main Street Exeter, NH 03 833 ?2460 Private, 9-12 Polytechnic School 1030 East California Boulevard Pasadena, CA 91106 lndepend ent, PreK-l 2